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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 11, 2017, Bio-Path Holdings, Inc. (the "Company") notified the NASDAQ Stock Market ("NASDAQ") that, as a result of the events described in Item 5.02 below, the Company is not in compliance with the continued listing requirements as set forth in NASDAQ Listing Rules 5605(b)(1) and 5605(c)(2)(A) regarding the composition of the Company’s board of directors (the “Board”) and the Company’s audit committee (the “Audit Committee”), respectively, because a majority of the Board was not comprised of Independent Directors (as defined in NASDAQ Listing Rule 5605(a)(2)) and the Audit Committee was not comprised of three Independent Directors.
In accordance with NASDAQ Listing Rules 5605(b)(1)(A) and 5605(c)(4)(B), the Company is granted a cure period of 180 days from August 10, 2017 to regain compliance with NASDAQ Listing Rules 5605(b)(1) and 5605(c)(2)(A) regarding the composition of the Board and the Audit Committee. The Board intends to reduce the size of the Board to five members and to appoint one new Independent Director to fill the remaining vacancy prior to the expiration of such cure period in order to regain compliance with such NASDAQ Listing Rules.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 10, 2017, the Company received a letter from Independent Directors Michael Garrison and Amy P. Sing, MD, in which Mr. Garrison and Dr. Sing informed the Board that they were submitting their resignations as members of the Board effective immediately. At the time of his resignation, Mr. Garrison was a member of the Company’s compensation committee (the “Compensation Committee”), nominating/corporate governance committee (the Nominating/Corporate Governance Committee”) and Audit Committee. As a result of such resignation, Mr. Garrison has ceased to serve as a member of each such committee. At the time of her resignation, Dr. Sing was not a member of any committee of the Board. The letter from Mr. Garrison and Dr. Sing states, “We no longer believe that we can effectively contribute to the Board in light of our disagreements with the Board’s recent actions and direction under your leadership.” A copy of such letter is attached as Exhibit 17.1 to this Current Report on Form 8-K.
In furtherance of the Company’s plans set forth in the letter to stockholders dated June 20, 2017 (the “Stockholder Letter”) to add members to the Board with significant industry expertise in finance, drug development and biopharmaceuticals, and as previously reported on the Company’s Current Report on Form 8-K filed on July 18, 2017, the Board appointed Mark P. Colonnese to the Board on July 13, 2017. Also on July 13, 2017, the Board restructured its committees by removing Dr. Sing from the Compensation Committee, Nominating/Corporate Governance Committee and Audit Committee, and by removing Mr. Garrison as the Chairman of the Nominating/Corporate Governance Committee. The Board concurrently appointed Mr. Colonnese to the Compensation Committee, Nominating/Corporate Governance Committee and Audit Committee to replace Dr. Sing, and appointed Heath W. Cleaver as the Chairman of the Nominating/Corporate Governance Committee. Consistent with the Stockholder Letter and the disclosure set forth in Item 3.01 above, the Board intends to add one additional member to the Board.
The Company has provided each of Mr. Garrison and Dr. Sing a copy of the disclosures it is making in this Current Report on Form 8-K no later than the day of filing this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
17.1 Resignation Letter from Michael Garrison and Amy P. Sing, MD, dated August 10, 2017
August 10, 2017
"To: Peter Nielsen
BioPath Holdings, Inc
4710 Bellaire Blvd, Ste 210
Bellaire, TX 77401
Dear Mr. Chairman and BioPath Board of Directors:
We are hereby submitting our resignations from the Board of Bio-Path Holdings, Inc., effective immediately (as of August 10, 2017).
We no longer believe that we can effectively contribute to the Board in light of our disagreements with the Board’s recent actions and direction under your leadership. While we are deeply disappointed, we believe our efforts are better directed toward other endeavors at this point in time.
We wish you, the Board and the company the best in the future.
Respectfully,
/s/ Michael Garrison /s/ Amy P. Sing, MD"
"
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